Independent Bank Shareholders Reelect Directors, Approve Pay Votes, Hear 2025 Earnings Update at AGM

Key Points

• All director nominees were reelected and shareholders approved ratification of auditors and both advisory pay proposals at the virtual AGM, with 88.43% of outstanding shares represented.
• Independent Bank reported 2025 net income of $68.5 million ($3.27 diluted EPS), with a 1.27% ROA, 14.3% ROE, 13.38% tangible book value per share growth, and raised annual cash dividends 8.3% to $1.04 (13th consecutive year of increases).
• The bank announced a definitive merger agreement with HCB Financial Corp (Highpoint Community Bank), adding seven branches to its 59-location network as part of a growth plan targeting mid-single-digit loan and deposit growth and profitability goals of ≥1.2% ROA and ≥13% return on capital.

Independent Bank NASDAQ: IBCP held its 2026 annual meeting of shareholders virtually, with Chairman of the Board Steve Gulis presiding and reviewing the matters submitted for shareholder approval. The meeting included votes on director elections, auditor ratification, and advisory proposals related to executive compensation, followed by an operational update from President and CEO Brad Kessel.

Shareholder voting and meeting matters

Gulis said the company conducted the annual meeting online to provide “greater access” to shareholders, with voting available via the methods described in proxy materials and electronically during the meeting. Gavin Mohr, EVP and CFO, acted as secretary and maintained the certified shareholder list as of the record date, Feb. 20, 2026.

Gulis reported that Independent Bank had 20,769,374 shares of common stock outstanding as of the record date and that a quorum was present through proxies representing a majority of eligible shares.

Shareholders voted on four proposals described in the proxy materials:

• Proposal 1: Election of directors. Terance Beia, William Kessel, and Stephen Gulis, Jr. were nominated for three-year terms ending in 2029, and Michael Wooldridge was nominated for a one-year term ending in 2027.
• Proposal 2: Ratification of Crowe LLP as independent auditors for the year ending Dec. 31, 2026.
• Proposal 3: A non-binding advisory vote to approve executive compensation as described in the proxy materials.
• Proposal 4: A non-binding advisory vote on how often to include the executive compensation advisory vote in proxy materials.

Final vote tally and outcomes

Mohr reported that 18,368,210 shares were represented “by proxy or in person,” equating to 88.43% of outstanding common shares entitled to vote. On the director elections, Mohr said no nominee received fewer than 16,530,123 votes “for,” and all nominees were reelected.

Mohr added that each of the remaining proposals received the requisite votes for approval. Gulis said specific voting results would be reported in an SEC filing, and a formal report would be filed with the meeting minutes.

2025 financial performance

In his presentation, CEO Brad Kessel said the company was entering its 162nd year and described 2025 results as strong. For the year ended Dec. 31, 2025, Kessel reported net income of $68.5 million, or $3.27 per diluted share, compared with $66.8 million, or $3.16 per diluted share, in 2024.

Kessel said full-year 2025 performance included:

• Return on average assets of 1.27%
• Return on average equity of 14.3%
• Earnings per share growth of 3.48%
• 13.38% growth in tangible book value per share

He also cited five-year compounded annual growth rates of 5.3% for diluted earnings per share and 7.1% for tangible book value per share.

Balance sheet, capital, and dividends

Kessel said loans (excluding loans held for sale) totaled $4.28 billion as of Dec. 31, 2025, up $237.5 million, or 5.9%, from the prior year. Core deposits totaled $4.74 billion at year-end 2025, increasing $107.6 million, or 2.3%, which he attributed to relationship strength and growth across business, retail, and municipal customers. The loan-to-deposit ratio stood at 89.8% at year-end.

Returning capital to shareholders remained a strategic priority, according to Kessel. He said total annual cash dividends increased 8.3% in 2025 to $1.04 per share from $0.96 per share in 2024. He also noted that in January 2026 the board raised the quarterly cash dividend 7.7% to $0.28 per share from $0.26 per share, marking the 13th consecutive year of dividend increases.

Strategic priorities, recognition, and merger agreement

Looking ahead, Kessel outlined a framework for driving total shareholder return through long-term growth in earnings per share, tangible book value per share, and a “consistent and growing dividend.” He said the bank targets profitability metrics of return on assets of 1.2% or better and return on capital of 13% or better. Key drivers cited included mid-single-digit loan growth emphasizing commercial relationships, mid-single-digit deposit growth, and an improving efficiency ratio “towards the mid-50s over time.”

Kessel listed strategies including proactive talent recruitment, expansion of commercial banking, remixing earning assets, continued development of digital platforms, geographic expansion, data-driven marketing, branch modernization and optimization, and using AI and automation to enhance customer experience and drive efficiencies.

He also highlighted 2025 community and workplace initiatives and recognition, including the company’s 10th annual “Be The Difference Day,” during which employees volunteered at more than 80 community service projects in Michigan and Ohio, and said the bank has donated more than $1 million to community organizations over the last 10 years through the program. Kessel also cited the Raymond James Community Bankers Cup award, a Forbes recognition as best in-state bank, a Great Place to Work certification for the third consecutive year, and a Newsweek designation as one of America’s greatest workplaces.

In addition, Kessel said the company had “recently announced execution of a definitive merger agreement” with HCB Financial Corp, the parent of Highpoint Community Bank. He said Highpoint’s seven locations would complement Independent’s existing 59-location network and referenced “successful integration of HCB Financial” as part of the company’s geographic expansion strategy.

Kessel closed by recognizing Michael M. Magee, Jr., who he said served Independent Bank for 38 years and died on Aug. 3, 2025. No shareholder questions were submitted during the meeting, and the annual meeting was adjourned following the vote report.

About Independent Bank NASDAQ: IBCP

Independent Bank Corporation NASDAQ: IBCP is a bank holding company headquartered in Grand Rapids, Michigan. Through its primary subsidiary, Independent Bank, the company offers a full range of commercial and personal banking services designed to meet the needs of individuals, small businesses and corporate clients. The company's offerings span traditional branch-based banking as well as digital and mobile platforms.

Independent Bank provides deposit products such as checking and savings accounts, money market accounts and certificates of deposit.

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